Attached files
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| EX-99.1 - BHE TENDER OFFER PRESS RELEASE - BERKSHIRE HATHAWAY ENERGY CO | bhetopressrelease2017.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 13, 2017 (December 13, 2017)
Date of Report (Date of earliest event reported)
Commission | Exact name of registrant as specified in its charter; | IRS Employer | ||
File Number | State or other jurisdiction of incorporation or organization | Identification No. | ||
001-14881 | BERKSHIRE HATHAWAY ENERGY COMPANY | 94-2213782 | ||
(An Iowa Corporation) | ||||
666 Grand Avenue, Suite 500 | ||||
Des Moines, Iowa 50309-2580 | ||||
515-242-4300 | ||||
333-90553 | MIDAMERICAN FUNDING, LLC | 47-0819200 | ||
(An Iowa Limited Liability Company) | ||||
666 Grand Avenue, Suite 500 | ||||
Des Moines, Iowa 50309-2580 | ||||
515-242-4300 | ||||
N/A | ||||
(Former name or former address, if changed from last report) | ||||
______________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrants under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrants are an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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Item 8.01. Other Events
On December 13, 2017, Berkshire Hathaway Energy Company (the "Company") issued a press release announcing the offers, by it and its direct, wholly-owned subsidiary, MidAmerican Funding, LLC ("MidAmerican Funding") (each, an "Offeror" and together, the "Offerors"), for an aggregate purchase price of up to $1,000,000,000, plus accrued and unpaid interest, and solicitations of consents for certain amendments, relating to (i) the Company's outstanding 8.480% Senior Bonds due 2028 (CUSIP: 129466AM0), 6.500% Senior Bonds due 2037 (CUSIP: 59562VAR8), 6.125% Senior Bonds due 2036 (CUSIPs: 59562VAL1 and 59562VAM9) and 5.950% Senior Bonds due 2037 (CUSIP: 59562VAP2), and (ii) MidAmerican Funding’s outstanding 6.927% Senior Bonds due 2029 (CUSIP: 59562HAJ7).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
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Forward-Looking Statements
This report (including exhibits) contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar terms. These statements are based upon our current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside our control and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. As used in this "Forward-Looking Statements," references to "we," "our" or "us" are references to each Offeror and its consolidated subsidiaries. These factors include, among others:
• | general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including income tax reform, initiatives regarding deregulation and restructuring of the utility industry, and reliability and safety standards, affecting our operations or related industries; |
• | changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce facility output, accelerate facility retirements or delay facility construction or acquisition; |
• | the outcome of regulatory rate reviews and other proceedings conducted by regulatory agencies or other governmental and legal bodies and our ability to recover costs through rates in a timely manner; |
• | changes in economic, industry, competition or weather conditions, as well as demographic trends, new technologies and various conservation, energy efficiency and private generation measures and programs, that could affect customer growth and usage, electricity and natural gas supply or our ability to obtain long-term contracts with customers and suppliers; |
• | performance, availability and ongoing operation of our facilities, including facilities not operated by us, due to the impacts of market conditions, outages and repairs, transmission constraints, weather, including wind, solar and hydroelectric conditions, and operating conditions; |
• | the effects of catastrophic and other unforeseen events, which may be caused by factors beyond our control or by a breakdown or failure of our operating assets, including storms, floods, fires, earthquakes, explosions, landslides, mining accidents, litigation, wars, terrorism, embargoes, and cyber security attacks, data security breaches, disruptions, or other malicious acts; |
• | a high degree of variance between actual and forecasted load or generation that could impact our hedging strategy and the cost of balancing our generation resources with its retail load obligations; |
• | changes in prices, availability and demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs; |
• | the financial condition and creditworthiness of our significant customers and suppliers; |
• | changes in business strategy or development plans; |
• | availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in interest rates; |
• | changes in our credit ratings; |
• | risks relating to nuclear generation, including unique operational, closure and decommissioning risks; |
• | hydroelectric conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing proceedings; |
• | the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts; |
• | the impact of inflation on costs and our ability to recover such costs in regulated rates; |
• | fluctuations in foreign currency exchange rates, primarily the British pound and the Canadian dollar; |
• | increases in employee healthcare costs; |
• | the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements; |
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• | changes in the residential real estate brokerage and mortgage industries and regulations that could affect brokerage and mortgage transactions; |
• | unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions; |
• | the availability and price of natural gas in applicable geographic regions and demand for natural gas supply; |
• | the impact of new accounting guidance or changes in current accounting estimates and assumptions on our consolidated financial results; |
• | the ability to successfully integrate future acquired operations into our business; and |
• | other business or investment considerations that may be disclosed from time to time in our filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents. |
Each Offeror undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BERKSHIRE HATHAWAY ENERGY COMPANY | |
Date: December 13, 2017 | |
/s/ Patrick J. Goodman | |
Patrick J. Goodman | |
Executive Vice President and Chief Financial Officer | |
MIDAMERICAN FUNDING, LLC | |
Date: December 13, 2017 | |
/s/ Thomas B. Specketer | |
Thomas B. Specketer | |
Vice President and Controller | |
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EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | ||
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